Just Group PLC Update statement on results of AGM (6937V)
December 04 2019 - 9:01AM
UK Regulatory
TIDMJUST
RNS Number : 6937V
Just Group PLC
04 December 2019
NEWS RELEASE www.justgroupplc.co.uk
4 December 2019
Update on 2019 Annual General Meeting ("AGM") resolution
votes
In its 2019 AGM results announcement on 13 June 2019, the Just
Group plc (the "Company" or the "Group") announced that all
resolutions were passed. However, the total votes in favour of the
following resolutions were below 80%:
-- Resolution 3: to re-elect Chris Gibson-Smith as a Director of
the Company. Total votes received in favour were 72.34%.
-- Resolution 14: to renew the authority to allot shares. Total
votes received in favour were 78.91%.
-- Resolution 16: to renew the authority to grant additional
power to dis-apply pre-emption rights. Total votes received in
favour were 76.34%.
Following the AGM, the Company proactively engaged with a
significant number of shareholders, in accordance with provision 4
of the 2018 UK Corporate Governance Code. This included a series of
meetings and calls with the Company's Senior Independent Director
which were specifically targeted at those who voted against these
resolutions to understand better the reasons behind their votes.
Additional discussion on governance issues took place in meetings
between shareholders and the Company's Chairman and Chief Executive
Officer.
Taking each of the resolutions in turn:
Resolution 3
From the views expressed by shareholders, the level of votes
against the Company's Chairman, Chris Gibson-Smith, was influenced
by his role as chairman of the Group's Nomination Committee
("Nomination Committee") and the lack of appointment of female
Non-Executive Directors ("NEDs") to improve the gender diversity of
the Company's board of directors (the "Board").
The Board, including the Nomination Committee, acknowledges that
it should be more diverse, and has prioritised improving its gender
balance. During 2018, the Nomination Committee worked closely with
a leading search firm to improve the diversity of the Board and
identified three potential female candidates with a view to
appointment to the Group and Life Company Boards. However, due to
the uncertainty caused by the publication of the Prudential
Regulation Authority's ("PRA") Consultation Paper 13/18, candidates
withdrew from the process. As a result, the Group was regrettably
not able to show progress in 2018 against the Hampton-Alexander
Review's recommendations for FTSE 350 companies to improve the
representation of women in leadership positions by 2020.
The Board and Nomination Committee remain committed to improving
the diversity of the Board and have continued to engage actively in
identifying potential female NEDs. The publication by the PRA of
Policy Statement 31/18 on 10 December 2018 has allowed the Company
to reengage in its search process in a context of reduced
uncertainty. The Company notes that it has recently appointed Mary
Kerrigan to the regulated boards of directors of Just Retirement
Limited and Partnership Life Assurance Company Limited. The Board
remains committed to achieving the Hampton-Alexander targets and
has also set its own internal target that 33% of senior leadership
roles should be held by women by 2023.
Resolutions 14 and 16
The Board understands that the primary reason why the Company
received over 20% of votes against these resolutions was the use of
a "cash-box" placing structure to raise equity capital earlier this
year.
Having taken the advice of its financial advisors, the Board
concluded that it was necessary and in the best interests of
shareholders to raise equity and restricted tier 1 debt
concurrently in order to manage the impact of Policy Statement
31/18. Given the need for simultaneous equity and debt issuance,
the Board was advised and concluded that that equity could not be
raised on a timely basis using a fully pre-emptive structure such
as a rights issue, which would also have been more costly. The
Group consulted a number of its largest shareholders on the
proposed structure of the capital raising ahead of its
announcement, and prioritised its existing shareholders when
allocating shares.
The Board has a clear strategy in place to achieve capital
self-sufficiency by 2022 and to de-risk the balance sheet. Although
it has renewed its authorities for equity issuance, the Company has
no intention of raising new equity capital over this period and
acknowledges shareholder concerns in this area.
The Company will continue to engage with shareholders and will
provide a further update, as appropriate, on this engagement in the
Annual Report.
Enquiries
Investors / Analysts Media
James Pearce, Director of Group Stephen Lowe, Group Communications
Finance Director
Telephone: +44 (0) 7715 085 099 Telephone: +44 (0) 1737 827 301
james.pearce@wearejust.co.uk press.office@wearejust.co.uk
Paul Kelly, Investor Relations Temple Bar Advisory
Manager Alex Child-Villiers
Telephone: +44 (0) 20 7444 8127 William Barker
paul.kelly@wearejust.co.uk Telephone: +44 (0) 20 7002 1080
A copy of this announcement will be available on the Group's
website www.justgroupplc.co.uk
JUST GROUP PLC
GROUP COMMUNICATIONS
Vale House, Roebuck Close
Bancroft Road, Reigate
Surrey RH2 7RU
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END
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